LP-8 State of California Secretary of State LIMITED PARTNERSHIP CERTIFICATE OF CONTINUATION NOTE: This certificate can be filed by a domestic (California) limited partnership that: (1) was formed prior to January 1, 2008 and has not elected to be governed by the Uniform Limited Partnership Act of 2008 commencing with California Corporations Code section 15900; (2) previously filed a Certificate of Dissolution (Form LP-3); (3) has not already cancelled, merged out of existence in California or converted into another business entity type; and (4) has grounds for continuation that meet the criteria specified by Section 15623 (see Item 3 below). The fee for filing a Certificate of Continuation is $30.00. IMPORTANT ­ Read instructions before completing this form. This Space For Filing Use Only FILE NUMBER 1. SECRETARY OF STATE FILE NUMBER ENTITY NAME (Enter the exact name of the California limited partnership.) 2. NAME OF LIMITED PARTNERSHIP GROUNDS FOR CONTINUATION (Check the appropriate box(es) to indicate the reason(s) for filing this certificate.) 3. THE GROUND(S) FOR FILING THIS CERTIFICATE OF CONTINUATION FOR THE ABOVE-NAMED LIMITED PARTNERSHIP IS: A. THE BUSINESS OF THE LIMITED PARTNERSHIP IS TO BE CONTINUED PURSUANT TO THE WRITTEN CONSENT OF ALL PARTNERS. B. EACH PARTNER WHO CONSENTED TO THE DISSOLUTION PURSUANT TO CALIFORNIA CORPORATIONS CODE SECTION 15681(b) HAS AGREED IN WRITING TO REVOKE THEIR CONSENT TO THE DISSOLUTION. THE LIMITED PARTNERSHIP WAS NOT, IN FACT, DISSOLVED. C. EXECUTION (This certificate must be signed by all of the general partners unless otherwise provided by law. If additional signature space is necessary, the signatures may be made on an attachment to this certificate.) 4. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. DATE SIGNATURE OF GENERAL PARTNER TYPE OR PRINT NAME OF GENERAL PARTNER SIGNATURE OF GENERAL PARTNER TYPE OR PRINT NAME OF GENERAL PARTNER SIGNATURE OF GENERAL PARTNER TYPE OR PRINT NAME OF GENERAL PARTNER LP-8 (REV 01/2008) APPROVED BY SECRETARY OF STATE American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF CONTINUATION (FORM LP-8) For easier completion, this form is available on the Secretary of State's website at http://www.sos.ca.gov/business/ and can be viewed, filled in and printed from your computer. The completed form can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944225, Sacramento, CA 94244-2250 or delivered in person to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is only filed in the Sacramento office. LEGAL AUTHORITY: Statutory filing requirements are found in California Corporations Code section 15623(c). All statutory references are to the California Corporations Code, unless otherwise stated. · Form LP-8 can be filed by a domestic (California) limited partnership to continue its existence in California if the limited partnership: (1) was formed prior to January 1, 2008 and has not elected to be governed by the Uniform Limited Partnership Act of 2008 (the Act of 2008); (2) previously filed a Certificate of Dissolution (Form LP-3) pursuant to Section 15623(a); (3) has not already cancelled, merged out of existence in California or converted into another business entity type; and (4) has grounds for continuation that meet the criteria specified by Section 15623 (see Item 3). · It is recommended that legal counsel be consulted prior to submitting Form LP-8 to ensure that all issues are appropriately addressed. ACT OF 2008: A California limited partnership is subject to the Act of 2008: (1) if it was formed on or after January 1, 2008; or (2) if it was formed prior to January 1, 2008, and has elected to be governed by the Act of 2008. Effective January 1, 2010, all California limited partnerships will be subject to the Act of 2008 commencing with Section 15900. FEES: The fee for filing Form LP-8 is $30.00. There is an additional $15.00 special handling fee for processing a document delivered in person to the Sacramento office. The special handling fee must be remitted by separatelly for each submittal and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee (in lieu of the special handling fee). Please refer to the Secretary of State's website at http://www.sos.ca.gov/business/precexp.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State. COPIES: The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified upon request and payment of the $8.00 per copy certification fee. Complete the Certificate of Continuation (Form LP-8) as follows: Item 1. Item 2. Item 3. Item 4. Enter the file number issued by the California Secretary of State. Enter the name of the limited partnership exactly as it is of record with the California Secretary of State. Check the appropriate box(es) to indicate the grounds for the continuation of the limited partnership. Form LP-8 must be signed by all of the general partners or a lesser number provided in the Certificate of Limited Partnership. (Section 15624.) If additional signature space is necessary, the signatures may be made on an attachment to Form LP-8. · If Form LP-8 is filed by any person other than the general partner(s), the signature must be followed by the words "signature pursuant to Section " identifying the appropriate statutory authority. (Section 15625(c).) If Form LP-8 is signed by an attorney-in-fact, the signature should be followed by the words "Attorney-in-fact for (name of partner)." (Section 15624.) If Form LP-8 is signed by a general partner who is an association, the person who signs for the association should state the exact name of the association, his/her name and position/title. If Form LP-8 is signed by a general partner who is a trust, the trustee should sign as follows: _________ , trustee for __________ trust (including the da